Learning New Things
by ethanman996
Summary: Max comes in to Justin's room scared and clueless, and Justin helps him out. JustinXMax. Incest will be added later . Rated M for what will come later. If you don't like it, don't read it. AU.
1. Chapter 1

**The time period of this story is when Max is 12, so this would have been around the time that Wizards of Waverly Place first started. Justin would have been 17. In this story, I have Max a little more innocent and naïve that he probably was, but just try to follow. This story was inspired by a story written by Mochi no Yume awhile back, but was deleted. I am going to try my hardest to make this story believable and not jump into anything. Please enjoy, and review.**

**Disclaimer: I do not own any of these characters. **

"_Oh yes, Scarlet! That feels so good. Yes. Yes. YES! Wow, you are really good at that. How do you do that? Yes! Please don't stop. Oh fuck ye-"_

*THOMP*

The sound of a dumpster lid shutting outside The Russo Apartment woke Justin up from his dream. (**Just so y'all know, Scarlet is just a random crush I made up for Justin, she isn't actually in the show.)** "Aww fuck! I was having such a good dream!" Justin scowled. "There's no way I'm getting back to sleep now! I might as well get rid of this boner that the dream gave me." Justin sighed as he rubbed his erection through his pajama bottoms. Just as he was about to pull his dick out, he heard a soft knock on his bedroom door.

"Justin?" Max whispered in a scared tone.

"What do you want Max?" Justin asked irritated from being disturbed from his special-time.

"Can I come in? I'm really scared" Max whined.

"I guess so. What's wrong?" Justin sighed.

Max walked over to Justin's bed and crawled in next to him. "I don't really know how to say this, but…um….my wiener really hurts." Max instantly pulled down his pajama pants revealing his rock-hard cock. "Why is it all hard?" Max asked, as oblivious and innocent as could be.

"Max! Put that thing away! I don't want to see that!" Justin shielded his eyes and looked away from his little brother's dick.

"B-but, it won't go away. And i-it really hurts. What's wrong with me? Am I going to die?" Tears started escaping from Max's eyes, and Justin could tell that Max was really scared, and that this has never happened to him before.

"It's okay Maxie, you just have a boner. Every guy gets them." Justin patted Max on the shoulder.

"A boner? What's a boner?" Max looked up at Justin, looking as if Justin just told him the square root of pi.

"Adults call them erections, but a boner occurs when you are doing something really exciting, and you usually wake up with one if you have a really exciting dream. I'm guessing that's what happened here. What was your dream about?" Justin looked down at Max, curious to see if Max was already having sex dreams this young.

"I was dreaming that Mom and Dad got me this HUGE ice cream cone for my birthday, and you and Alex both got me a big sundae! Right as I was about to eat all of it, I was woken up by the dumpster outside. I woke up to my wiener all hard and in pain!" Max frowned, because he hates it when lovely things turn into a disaster. "Will it ever go away?" Max's ignorance amused Justin.

"Yes Maxie, it will go away in probably 30 minutes or so." Justin patted Max on the back.

"I have to wait that long? It hurts sooo bad though, is there no other way?" Max whined.

"Well…. There is another way." Justin scratched his chin.

"What? What? Oh, please tell me Justin!" Max was practically wagging his tail like a dog in excitement.

"Well, it's called masturbation."

"Masturbation?" Max asked cluelessly. Justin shook his head. "What's masturbation?" Max wondered, still confused.

"Masturbation…..well I prefer to call it jacking off…. is a process of massaging your cock until it releases this white cream called semen…..or cum." Justin hated technical terms, slang is so much easier.

"Can you show me?" Max looked at Justin with the most innocent and helpless face ever.

Justin pondered for a minute. He knew that jacking off with his little 12-year-old brother was weird in so many different ways, but he did need to get rid of his own boner as well, and he knew that his brother had no idea how to do it, so he decided that he would do this…..for his little brother. "Alright, but don't tell anybody that we did this, ESPECIALLY not Mom or Dad. Okay?" Justin warned.

Max got really excited but also got curious. "Why not, Justin?" Max asked, thinking that this was totally normal, and didn't even consider the fact that it wasn't.

"Because Mom and Dad won't like the fact that I'm teaching this to you when you are this young." Justin explained.

"Oh, okay." Max was kind of understanding, but not fully.

"Okay, here we go." Justin slipped off his pajama pants and underwear, revealing his semi-hard, but still huge dick. Puberty was always really nice to the Russo's.

"I didn't know that you had a boner too Justin!" Max was really excited to know that he wasn't alone.

"Yeah, I had a pretty exciting dream too, buddy." Justin grinned slightly, zoning off thinking about Scarlet, but then snapping out of it.

"Really? What was it about?" Max was innocent as fuck.

"Doesn't matter, buddy. Watch me, and do what I do." Justin grabbed his dick, and starting stroking it. Max mimicked him.

"Ooh, that feels really good Justin!" Max tilted his head back in pleasure, and started pumping his dick a lot faster.

"Slow down, buddy. You have plenty of time. It feels better if you do it nice and steady." Justin smirked. _Amateur. _

"Like this?" Max looked up at Justin for reassurance. Justin nodded. Suddenly, Max stopped and got really scared. "Justin? What's happening? Clear liquidey stuff is coming out of my wiener!" Max started to sweat with fear.

"It's alright buddy, that's called pre-cum, it means ur about to cum! And don't say wiener anymore, ur too old to use that word, say cock." Justin chuckled, making sure his little brother wasn't going to be a loser. "Just keep on stroking it. You're about to get to the best part."

Max nodded and continued. After just seconds, he hit his climax. "Oh my gosh, Justin, what's happening? Justin? Just—OH FUCK THAT FEELS GOOD! FUCK. YEAHHHHHH!" Max shouted in both pleasure and fear. "Did I just cum Justin?"

Justin looked at Max in complete shock, for two reasons. A.) Because it took Max only a matter of minutes to reach his climax, and B.) Because he has never heard Max cuss before. Ever. After recovering from the shock, Justin nodded his head. "Did you like it?"

"Like it? I LOVED it! Do you need help with yours?" Without hesitation, Max grabbed Justin's dick and started pumping it faster and faster.

Justin was speechless. He was stunned at how ignorant Max was, and how willing he was to just grab his dick. "Max! You shouldn't just grab my dick, I'm your brother, that's wron-!" Before Justin could finish his sentence, he shot one of the biggest loads he has ever had all across his chest and Max's hand. He then closed his eyes and leaned his head back against his headboard out of both pleasure and exhaustion. He instantly shot them back open when he heard the sound of smacking. He saw Max licking the cum off of his hand. "Max! You're not supposed to eat it! That just came out of my body you weirdo!" Justin laid his head in his hands and shook his head.

"It looked like icing! I couldn't resist. It's not bad! I kind of like it!" Max looked at Justin and just grinned.

"Whatever floats your boat, Maxie." Justin chuckled as he reached into his bedside table to grab a towel. When he finished cleaning himself up, he saw that Max was already cleaned up, so out of curiosity, he raised an eyebrow and asked, "Did you eat yours too?"

Max nodded. "Yours was better." Justin blushed a little.

"You should try to get back to sleep buddy, it's late." Justin handed Max his pajamas.

"Can I sleep in here with you? I'm still kinda scared from the dumpster…" Max gave Justin his best puppy-dog-eyes.

"Sure buddy. Goodnight, and remember, that was our little secret." Justin clicked off the light.

**I still have more to add, but I'm exhausted. Please tell me what you guys thought. Both good and back feedback realllyyy helps. Hope you guys enjoyed it! :). **


	2. Chapter 2

_Beep beep beep. Beep beep beep. Beep beep beep. _*CLICK*. Justin turned off his alarm clock. "Man, what a night! Is it weird that I feel kinda guilty? Ahh well; Max was bound to learn about jacking off sooner or later, it might as well have been now!" Justin was talking to himself. He got out of bed and stretched. He then jumped a little bit, cause he forgot Max was in the bed. He was sound asleep, sleeping in a fetal position. "He looks so peaceful, I'll let him sleep for a while longer." Justin thought as he pulled the covers up over his younger brother.

Justin took a quick shower, and then headed downstairs. He realized that Max had already woken up, because he was already pouring cereal. Then the rest of the family started slouching down the stairs to get some breakfast. Today was a big day, because today was the day that Justin is giving his big speech on why he should be elected Student Body President. As soon as everyone was seated at the table, Justin asked, "Would it be alright with you guys if I said my speech to you for practice?" Justin gave an innocent little grin and batted his eyelashes.

"For the love of God, I want to eat breakfast, not be tortured!" Alex said in response, with a snicker.

Theresa smacked Alex's hand and gave her a stern look. "Of course you can Mehah! I know you are going to do great!" Alex groaned.

Justin cleared his throat, and then began.

As Justin was giving his speech, Max accidentally dropped his spoon under the table. When he went under the table to get it, he noticed that Justin still had a hard morning-wood boner. This made Max grin. Max got back in his seat.

"If you choose me as Student Body President, I will put lattes in the vending machi….uahhhh." Justin was caught off guard by the foot that hit his crotch. He looked under the table and discovered that Max was stroking his dick with his foot. When he brought his head back up to the table he gave Max a stern, widening his eyes and clenching his mouth, mouthing the word "STOP!" Max giggled. He continued to rub Justin's dick with his foot. This shot immense pleasure to Justin, causing his cock to get raging hard and pre-cum. Justin shot another look at Max, but this time it was much more intense of a look. Max nodded and then took his foot away. He couldn't help but laugh though.

"Sorry, I dropped something. Where was I? Oh yes, vending machine. If you choose me as Student Body President, I will put lattes in the vending machine. But that's not all. I will also get the chess club new chess boards, the volleyball team a new net, and the soccer team some new jers….EEEYYYYYSSSS!" Justin instantly started biting on his knuckle, because Max had shoved his foot back onto Justin's dick and rubbed it profusely faster, which caused Justin to cum one of the biggest loads he had in a while. Justin shot his eyes up intensely at Max. Max slowly pulled his foot away and smiled.

"Sorry, but I need to be excused. Max, would you please come with me into the other room?" Justin's face was cherry red as he looked over at Max. He rushed out of the room, and Max followed, bursting out a laugh. The rest of the family just looked at each other with confused looks.

"I wonder what that was about?" Jerry raised an eyebrow and looked at Theresa then Alex, who just shrugged.

"What the heck was that about Max?! You made me cum all in my pants!" Justin asked Max, with irritation in his voice.

"Well, I saw that you had a boner, so since you obviously were too busy with your speech to take care of it, I thought I would help you out!" Max just stood there so oblivious and innocent as ever, grinning.

Justin put his face down in his hand. "Max, you can't just touch people's dicks without them knowing! Especially not when there are other people around! That was so inappropriate buddy!"

**Added some more :). Please give me feedback, on what you thought. I still have more on the way, this chapter isn't quite done yet. After this, I have one more chapter to go. And don't worry, that is the chapter that I am adding hot incest ;). And just in case you guys were confused, so far in the story (Even in the first chapter), neither Justin or Max are gay or attracted to each other. Justin was just helping his scared little brother out, and Max was just being naïve and innocent. The feelings will develop in the next chapter :). Again, please give me constructive criticism and feedback, everything helps! **


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